SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ ] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended September
30, 2000
[ ] Transition report under Section 13 or 15(d) of the Exchange
Act For the transition period from _______ to________
Commission file number 0-26192
Net4Music Inc.
(Exact Name of Small Business Issuer as Specified in its Charter)
Minnesota 41-1716250
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6210 Bury Drive
Eden Prairie, Minnesota 55346-1718
(Address of Principal Executive Offices)
(952) 937-9611
(Issuer's Telephone Number, Including Area Code)
Coda Music Technology, Inc.
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No_____
As of November 9, 2000, there were 17,807,294 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
Net4Music Inc. (formerly Coda Music Technology, Inc.)
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September December 31,
30, 2000 1999
------------ ------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 399,941 $ 1,345,599
Short-term investments 940,506 608,600
Accounts Receivable 875,394 484,515
Inventories 207,898 200,242
Other current assets 107,750 119,480
------------ ------------
Total current assets 2,531,489 2,758,436
EQUIPMENT, FURNITURE AND FIXTURES 962,038 249,660
SOFTWARE INSTALLATION IN PROGRESS (Note 2) -- 200,000
REPERTOIRE DEVELOPMENT COSTS 410,418 486,891
PREPAID ROYALTIES 188,027 192,490
OTHER ASSETS 468,886 99,527
------------ ------------
$ 4,560,858 $ 3,987,004
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities on long-term debt (Note 3) $ 89,826 $ --
Accounts payable 268,568 619,944
Reserve for product returns 217,260 210,858
Accrued expenses 580,126 548,444
Deferred revenue 72,311 89,548
------------ ------------
Total current liabilities 1,228,091 1,468,794
LONG-TERM DEBT, less current maturities (Note 3) 20,800 --
SHAREHOLDERS' EQUITY
Common Stock 14,061,503 13,726,491
Accumulated (Deficit) (10,749,536) (11,208,281)
------------ ------------
Total Shareholders' Equity 3,311,967 2,518,210
------------ ------------
$ 4,560,858 $ 3,987,004
============ ============
</TABLE>
See accompanying notes to condensed financial statements
<PAGE>
Net4Music Inc. (formerly Coda Music Technology, Inc.)
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 2,640,177 $ 2,464,259 $ 5,509,434 $ 4,636,401
COST OF SALES 327,636 275,713 725,894 557,454
----------- ----------- ----------- -----------
GROSS PROFIT 2,312,541 2,188,546 4,783,540 4,078,947
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Sales and marketing 603,329 557,407 1,576,982 1,423,980
Product development 421,653 340,990 1,140,144 1,064,613
General and administrative 555,315 1,089,186 1,652,575 2,231,203
----------- ----------- ----------- -----------
Total operating expenses 1,580,297 1,987,583 4,369,701 4,719,796
----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS 732,244 200,963 413,839 (640,849)
Interest Income 17,507 17,183 50,680 52,332
Interest Expense (5,773) -- (5,773) --
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 743,978 $ 218,146 $ 458,746 $ (588,517)
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 6,427,042 6,207,278 6,367,704 6,202,247
Diluted 7,214,404 7,157,248 7,167,421 6,202,247
=========== =========== =========== ===========
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Basic $ 0.12 $ 0.03 $ 0.07 $ (0.09)
Diluted $ 0.10 $ 0.03 $ 0.06 $ (0.09)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed financial statements
<PAGE>
Net4Music Inc. (formerly Coda Music Technology, Inc.)
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income (Loss) $ 458,746 $ (588,517)
Adjustments to reconcile net loss to net cash used in operating activities-
Depreciation and amortization 430,630 376,571
Change in current assets and liabilities:
Accounts receivable (390,879) (139,756)
Inventories (7,656) 64,763
Prepaid royalties 4,463 --
Other current assets 11,730 8,529
Accounts payable (351,377) (47,712)
Reserve for product returns 6,402 148,282
Accrued expenses 31,682 618,277
Deferred revenue (17,237) 36,339
----------- -----------
Net cash used in operating activities 176,504 476,776
----------- -----------
INVESTING ACTIVITIES:
Purchases of equipment, furniture and fixtures (721,662) (110,131)
Capitalized repertoire development cost (101,242) (126,873)
Other assets, principally patents and trademarks (22,506) (12,526)
Deferred acquisition costs (390,484) --
----------- -----------
Net cash used in investing activities (1,235,894) (249,531)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from stock options & warrants exercised 335,012 19,232
Payments on long-term debt (139,374) --
Proceeds on long-term debt 250,000 --
Net cash provided by financing activities 445,638 19,232
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS (613,752) 246,477
CASH AND SHORT-TERM INVESTMENTS, beginning of period 1,954,199 1,975,105
----------- -----------
CASH AND SHORT-TERM INVESTMENTS, end of period $ 1,340,447 $ 2,221,582
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements
<PAGE>
Net4Music Inc. (formerly Coda Music Technology, Inc.)
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 Accounting Policies. The information furnished in this report is
unaudited but reflects all adjustments which are necessary, in the opinion of
management, for a fair statement of the results for the interim period. The
operating results for the nine months ended September 30, 2000 are not
necessarily indicative of the operating results to be expected for the full
fiscal year. These statements should be read in conjunction with the Company's
most recent Annual Report on Form 10-KSB. Certain amounts as presented in the
1999 quarterly financial statement have been reclassified to conform to the
presentation in 2000.
Note 2 Fixed Assets. In June 2000 the Company implemented a new financial and
operation software system at a cost of $665,652.
Note 3 Long-term Debt. On March 1, 2000 the Company entered into a $250,000
three year installment loan with an interest rate of 10%. The installment loan
reduces the line of credit to $250,000 and the Company has a certificate of
deposit for $100,000 which has been pledged against the loan.
Note 4 Net Income (Loss) Per Common Share. Basic and diluted net income (loss)
per common share was computed by dividing the net income (loss) by the weighted
average number of shares of Common Stock. Common stock equivalents have been
excluded from the calculations of net income (loss) per share where their effect
would be antidilutive.
Note 5 Income Tax Expense. Because of net operating losses the Company has not
incurred income tax expense. At December 31, 1999 the Company had approximately
$10,000,000 in operating loss carryforwards and $488,000 in research and
development credits which may be used to offset otherwise future taxable income.
Note 6 Subsequent events. On October 19, 2000, the Company consummated a stock
purchase agreement with certain shareholders of the French company Net4Music
S.A. Under the stock purchase agreement, the Company (i) acquired approximately
74% of Net4Music S.A.'s stock on a fully diluted basis in exchange for shares of
the Company's common stock, (ii) assumed certain options and warrants of
Net4Music S.A. and (iii) entered into a put and call agreement with the
remaining shareholders and option and warrant holders of Net4Music to acquire
their shares on or before October 18, 2005.
In connection with the stock purchase agreement, certain specified members of
the Company's board of directors entered into a voting agreement with certain
shareholders in which the shareholders agreed to take all action necessary to
cause at least one third of the members of the Company's board of directors to
be at all times comprised of persons designated by the specified directors.
Effective October 19, 2000, the Company amended its articles of incorporation
and changed its name from "Coda Music Technology, Inc." to "Net4Music Inc."
Moreover, the Company increased its authorized capital to 65,000,000 shares, par
value $.01 per share, 50,000,000 shares of which are designated as common stock
and 15,000,000 shares are undesignated.
Note 7 Revenue recognition. In December 1999, the staff of the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB No. 101),
"Revenue Recognition in Financial Statements". SAB No. 101 summarizes some of
the staff's interpretations of the application of generally accepted accounting
principles related to revenue recognition. The Company will adopt SAB No. 101
when required in the fourth quarter of 2000. Management believes the adoption of
SAB No. 101 will not have a significant affect on its financial statements.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
The Company develops and markets proprietary music technology products that
enhance music learning and composition, increase productivity and make
practicing and performing music fun.
The Company has incurred losses from operations since inception and has an
accumulated deficit of $10,749,536 as of September 30, 2000.
Results of operations
For the periods ended September 30, 2000 compared to the periods ended September
30, 1999:
Net Sales. Net sales of $2,640,177 for the quarter ended September 30, 2000
increased $175,918 or 7%, over the quarter ended September 30, 1999. The
increase in net sales between the two periods reflects a 2% decrease in sales of
Finale music notation software product due to the later release of product and
marketing materials; the later release of product is more than offset by a 254%
increase in the sale of PrintMusic! notation sales. SmartMusic Studio (formerly
Vivace Intelligent Accompaniment(R)) application products increased 71% and
SmartMusic Studio accompaniment products increased 13%.
Net sales for the nine months ended September 30, 2000 were $5,509,434, an
$873,033 or 19% increase over net sales for the nine months ended September 30,
1999. Finale, PrintMusic! and Allegro product sales represented 14%, 7% and 323%
of the increase respectively, due to the continued acceptance of the Finale
notation product line. The notation increase was slightly offset by a $33,375
decrease in SmartMusic product sales due to sales mix changes, as unit sales
actually increased during this period.
Units for SmartMusic products increased on a quarterly and year to date
comparison with the same periods in 1999. Comparative unit sales information for
the periods is represented in the table below:
Quarter Ended Nine Months Ended
--------------------- -------------------------
9/30/00 9/30/99 9/30/00 9/30/99
Applications 779 413 2,061 1,410
Accompaniments 3,635 2,639 15,963 15,631
<PAGE>
Management continues to have confidence in the product line, but it has not been
aggressively promoting the line as it has been developing an on-line deployment
of accompaniments and additional music exercises.
Gross profit. The gross profit of $2,312,541 for the quarter ended September 30,
2000 increased by $123,995, or 6% from the third quarter of 1999 due to higher
sales levels. The gross profit of $4,783,540 for the nine months ended September
30, 2000 increased by $704,593 or 17% also due to higher sales levels described
above.
Sales and marketing expenses. For the quarter ended September 30, 2000 sales and
marketing expenses of $603,329 were $45,922, or 8% higher than for the quarter
ended September 30, 1999. Sales and marketing expenses of $1,576,982 for the
first nine months of 2000, were $153,002 or 11% higher than for the nine months
ended September 30, 1999. The change in the third quarter is related to the
timing of advertising and direct mail costs relating to various projects.
Another reason for the increase over a year ago is the leveraging of package and
collateral design investments made in all products as well as introduction of
PrintMusic!, and repositioning of Finale in 1999. The increase in the nine month
period is related to trade show and travel costs resulting from the Company's
attendance at more trade shows; material design costs related to the release of
Intonation trainer; higher direct mail costs related to additional product
mailings; and increased personnel costs in customer service and post sale
technical support related to higher sales levels.
Product development expenses. Product development expenses of $421,653 for the
quarter ended September 30, 2000 were $80,663 or 24% higher than for the quarter
ended September 30, 1999. For the nine months ended September 30, 2000, product
development expenses of $1,140,144 were $75,531 or 7% higher than for the nine
months ended September 30, 1999. The major reason for the increase in expense in
both periods is related to e-commerce development expenses that were previously
included in general and administrative expenses during the exploration stage.
General and Administrative Expenses. General and administrative expenses of
$555,315 for the third quarter of 2000 were $533,871, or 49% lower than for the
third quarter ended September 30, 1999. General and administrative expenses of
$1,652,575 for the nine months ended September 30, 2000 decreased $578,628 or
26% over the nine months ended September 30, 1999. The decrease in both periods
relates to the decrease in exploration of e-commerce and Internet opportunities
including consulting expenses spent with US Web/CKS.
Interest Income. The Company had interest income of $17,507 for the quarter
ended September 30, 2000. Net interest income increased $324 or 2% when compared
to the quarter ended September 30, 1999. For the first nine months of 2000, the
Company had interest income of $50,680, down $1,652 or 3% when compared to the
first nine months of 1999. The lower interest income is attributable to the
Company's lower average cash and investment balances in 2000 compared to 1999.
The Company's financing is discussed further under the caption "Liquidity and
Capital Resources".
<PAGE>
Interest expense. The Company had interest expense of $5,773 for the quarter
ended September 30, 2000 related to the term note payable. No interest was
incurred in the quarter or nine months ended September 30 1999 as there was no
long-term debt.
Net income (loss). The net income of $743,978 for the quarter ended September
30, 2000 is $525,832 or 241% improved over net income of $218,146 in the quarter
ended September 30, 1999. For the nine months ended September 30, 2000, the
Company's net income of $458,746 is favorable to the loss of $588,517 for the
nine months ended September 30, 1999.
Liquidity and Capital Resources
The Company has a $500,000 line of credit with a bank available to finance its
working capital requirements. Effective March 1, 2000, $250,000 of the line was
converted into a $250,000 installment note payable over three years which limits
the line of credit availability to $250,000. A $100,000 certificate of deposit
is pledged against the loan. The borrowings under the line of credit are limited
to 75% of eligible accounts receivable plus 25% of eligible inventories, as
defined, bear interest at 1% over the bank's reference rate and are
collateralized by all of the accounts receivable, inventory and general
intangibles of the Company. As of September 30, 2000 there were no borrowings
under the line of credit other than the installment note.
Net cash provided in operating activities totaled $176,504 for the nine months
ended September 30, 2000. In addition, the Company made capital expenditures for
furniture, equipment and fixtures of $721,662 and repertoire development costs
of $101,242 in the nine months ended September 30, 2000. During the nine months
ended September 30, 1999, the Company provided cash from operating activities of
$476,776, and made capital expenditures for furniture, equipment and fixtures of
$110,131 and repertoire development of $126,873.
The Company anticipates that additional capital expenditures for 2000 will
approximate $20,000. Management believes existing cash and proceeds from line of
credit borrowings, together with funds generated from the sale of products, will
be sufficient to fund its capital expenditure, product development and working
capital requirements through the next 12 months. Management expects that cash in
excess of current requirements will continue to be invested in investment grade
interest-bearing securities.
Cautionary Statements
Safe Harbor Statement. The Company cautions investors that actual results of
future operations may differ from those anticipated in forward-looking
statements due to a number of factors. Forward-looking statements provide
current expectations or forecasts of future events and can be identified by the
use of terminology such as "believe,, "estimate," "expect,", "intend," "may,"
"could," "will," and similar words or expressions. The Company's forward-looking
statements generally relate to its growth strategy, financial results, product
development, and sales efforts. Forward-looking statements cannot be guaranteed
and actual results may vary materially due to the uncertainties and risks, known
and unknown, associated with such statements. The Company undertakes no
<PAGE>
obligation to update any forward-looking statements. The Company has a limited
operating history from which investors might judge its ability to market at a
profit its SmartMusic Studio products. Investors should also consider: the risks
associated with integrating the Net4Music S.A. (a company with limited operating
history) and Coda Music Technology operations, including sales and distribution
issues and expenses, rapidly changing laws affecting the Company's business,
website development expenses and development of key licensing arrangement; the
potential need for additional capital; additional development work required for
new products; dependence on accompaniment sales and development; competition;
dependence on suppliers; and dependence on proprietary technology. Investors are
advised to consult any further disclosures by the Company on this subject in its
filings with the SEC. For a more complete description, see "Cautionary
Statements" under Item 1 of the Company's Form 10-KSB for the year ended
December 31, 1999. The Company notes these factors as permitted by the Private
Securities Litigation Reform Act of 1995. It is not possible to foresee or
identify all factors that could cause actual results to differ from expected or
historic results. As such, investors should not consider any list of such
factors to be an exhaustive statement of all risks, uncertainties, or
potentially inaccurate assumptions.
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Exhibit Index on page following Signature page
(b) Reports on Form 8-K:
(1) On August 11, 2000, the Company filed a Current Report on
Form 8-K in order to file a press release announcing the execution of a
Stock Purchase Agreement.
(2) On October 10, 2000, the Company filed a Current Report on
Form 8-K relating to important events at Net4Music S.A.
(3) On October 17, 2000, the Company filed a Current Report on
Form 8-K in order to file its press release relating to the release of
Finale NotePad.
(4) On November 3, 2000 the Company filed a Current Report on
Form 8-K related to its acquisition of Net4Music S.A.
(5) On November 13, 2000, the Company filed a Current Report
on Form 8-K relating to a change of accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 2000 NET4MUSIC INC.
By: /s/ Barbara S. Remley
Barbara S. Remley,
Chief Financial Officer and Treasurer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27 Financial Data Schedule
